SENTRY TECHNOLOGY CORP
8-K, 1997-03-10
COMMUNICATIONS EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



       Date of Report (date of earliest event reported) DECEMBER 24, 1996


                          SENTRY TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


    DELAWARE                           1-12727                    96-11-3349733
(State or other jurisdiction of     (Commission                  (IRS Employer
      incorporation)                 File Number)                ID Number)


          350 WIRELESS BOULEVARD, HAUPPAUGE, NEW YORK          11788
         (Address of principal executive offices)            (Zip Code)

       Registrant's Telephone Number, including area code: (516) 232-2100

          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  OTHER EVENTS

On December 24, 1996, KNOGO North America Inc. ("Knogo" or the "Company"),
predecessor company (for accounting purposes) to Sentry Technology Corporation
("Sentry"), completed a sale-leaseback transaction with respect to its
Hauppauge, New York facility. Knogo reported the sale- leaseback transaction on
its Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 8, 1997 ("Knogo's Form 8-K"), as an Item 5 event. Knogo
and Sentry have determined that the sale-leaseback should instead have been
reported by Knogo as an Item 2 event and, therefore, the text of Knogo's Form
8-K is, concurrently herewith, being amended and restated on a Form 8K/A being
filed by Knogo to include the narrative pro forma financial information set
forth below:

         On December 24, 1996, the Company completed a sale-leaseback
         transaction with respect to its Hauppauge, New York facility, resulting
         in the receipt by the Company of net proceeds of approximately
         $4,536,000, which approximated the carrying value of the land and
         building. The lease covers a period of 20 years with quarterly lease
         payments of $131,000. The lease agreement allows for an increase in
         lease payments for years 4-20 based on a formula tied to the Consumer
         Price Index. In accordance with Statement of Financial Accounting
         Standard No. 13, "Accounting for Leases," the Company has accounted for
         the land element of the lease as an operating lease and the building
         element as a capital lease.

         The effect of this transaction on a pro forma basis, had it occurred as
         of the beginning of the year ended December 31, 1995, would be to
         increase depreciation expense by approximately $91,000, increase rent
         expense by approximately $148,000 and increase interest expense by
         approximately $258,000.

         The pro forma effect on the nine months ended September 30, 1996 would
         be to increase depreciation expense by approximately $68,000, increase
         rent expense by approximately $111,000 and increase interest expense by
         approximately $247,000.

         On a pro forma basis as of September 30, 1996, the Company's cash would
         increase by approximately $4,536,000, net property, plant and equipment
         would decrease by approximately $1,460,000, capital lease obligations
         would increase by approximately $3,033,000 and a deferred gain of
         approximately $43,000 would be recorded.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial Statements - None.

(b) Pro Forma financial information - See narrative description set forth above
    under Item 5.

(c) Exhibits - None.

<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            SENTRY TECHNOLOGY CORPORATION

                                            By: /S/ PETER J. MUNDY
                                                    Peter J. Mundy
                                                    Vice President-Finance,
                                                    Secretary and Treasurer


Dated:  March 10, 1997


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